Common use of Authority; No Violation, Etc Clause in Contracts

Authority; No Violation, Etc. Spinco has the requisite limited liability company power and authority to enter into this Agreement and each Executed Transaction Agreement to which Spinco is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Spinco of this Agreement and each such Executed Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Spinco. This Agreement has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery of this Agreement by Hanover and Xxxxxx, constitutes a legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Spinco is a party has been duly executed and delivered by Spinco and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Spinco, enforceable against Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of the execution and delivery by Spinco of this Agreement or any Executed Transaction Agreement, the consummation by Spinco of the transactions contemplated hereby or thereby or compliance by Spinco with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Spinco’s or any Spinco Retained Subsidiary’s organizational documents, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Spinco or any of the Spinco Retained Subsidiaries is a party or by which Spinco or any of the Spinco Retained Subsidiaries or any of the Spinco Assets is bound or affected, (iv) results in the creation of a Lien on any of the Spinco Interests, capital stock of any Spinco Retained Subsidiaries or on any of the Spinco Assets or (v) violates or conflicts with any Law applicable to Spinco or any of the Spinco Retained Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.

Authority; No Violation, Etc. Each of Spinco and JWHHC has the requisite limited liability company power and authority to enter into this Agreement and each Executed Transaction Agreement to which Spinco it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of JWHHC and Spinco of this Agreement and each such Executed Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of JWHHC or Spinco, as applicable. This Agreement has been duly executed and delivered by each of JWHHC and Spinco and, assuming the due authorization, execution and delivery of this Agreement by Hanover and Xxxxxx, constitutes a legal, valid and binding agreement of each of JWHHC and Spinco, enforceable against each of JWHHC and Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. Each Executed Transaction Agreement to which JWHHC or Spinco is a party has been duly executed and delivered by Spinco JWHHC or Spinco, as applicable, and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of JWHHC or Spinco, as applicable, enforceable against Spinco either JWHHC or Spinco, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. None of the execution and delivery by JWHHC or Spinco of this Agreement or any Executed Transaction Agreement, the consummation by JWHHC or Spinco of the transactions contemplated hereby or thereby or compliance by JWHHC or Spinco with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of JWHHC's or Spinco’s 's or any Spinco Retained Subsidiary’s 's organizational documents, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which JWHHC, Spinco or any of the Spinco Retained Subsidiaries is a party or by which JWHHC, Spinco or any of the Spinco Retained Subsidiaries or any of the Spinco Assets is bound or affected, (iv) results in the creation of a Lien on any of the JWHHC Interests, Spinco Interests, capital stock of any Spinco Retained Subsidiaries or on any of the Spinco Assets or (v) violates or conflicts with any Law applicable to JWHHC, Spinco or any of the Spinco Retained Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.

Authority; No Violation, Etc. Spinco has the requisite limited liability company power The execution and authority to enter into this Agreement and each Executed Transaction Agreement to which Spinco is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Spinco of this Agreement and each such Executed Transaction of the other agreements to be entered into or delivered by Seller or Shareholder in connection with this Agreement or at Closing and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company necessary corporate action on the part of Spinco. This the Seller and this Agreement and each of the other agreements to be entered into or delivered by Seller or Shareholder in connection with this Agreement or at Closing has been duly authorized and executed and delivered by Spinco and, assuming is the due authorization, execution and delivery of this Agreement by Hanover and Xxxxxx, constitutes a legal, valid and binding agreement obligation of Spincoeach of the Seller and the Shareholder, as the case may be, enforceable against Spinco in accordance with its terms, subject to terms except (i) as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application now or hereinafter in effect relating to or affecting creditors’ rights and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general equitable defenses and to the discretion of the court (in equity principlesor at law) before which any proceeding therefore may be brought. Each Executed Transaction Agreement to which Spinco is a party has been duly executed and delivered by Spinco and, assuming Neither the due authorization, execution and delivery thereof by of this Agreement and each of the other parties thereto, constitutes a legal, valid and binding agreement of Spinco, enforceable against Spinco agreements to be entered into or delivered by Seller or Shareholder in accordance connection with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of the execution and delivery by Spinco of this Agreement or any Executed Transaction Agreementat Closing, nor the consummation by Spinco of the transactions contemplated hereby or thereby or thereby, nor compliance by Spinco each of the Seller and the Shareholder with any of the provisions hereof or thereof will (i) violates violate, conflict with or conflicts with result in a breach of any provisions provision of Spinco’s the Articles of Incorporation, By‑laws, any shareholder agreements or other governing documents of Seller, or, except as described in Schedules 1(a)(iii) and 1(a)(vi) to the extent it does not create any damages whatsoever for Buyer or otherwise impair the execution of this Agreement or each of the other agreements to be entered into or delivered by Seller or any Spinco Retained Subsidiary’s organizational documentsShareholder in connection with this Agreement or at Closing or the consummation of the transactions contemplated hereby and thereby, (ii) requires any consentviolate, approval, authorization or permit of, registration, declaration or filing conflict with, or notification to, any Governmental Authority or any other Person, (iii) results result in a default (breach of or an event thatdefault, with notice or lapse of time or both, would become a default) or gives give rise to any right of termination termination, cancellation or buy-out by acceleration, under any third of the terms, conditions or provisions of any note, lien, bond, mortgage, indenture, contract, license, lease, agreement or other instrument or obligation, arrangement or understanding to which the Seller or Shareholder is a party, cancellationor by which it’s or his properties or assets may be bound, amendment except for such violation, conflict, breach, default or right of termination, cancellation or acceleration as to which requisite waivers or consents have been obtained (which waivers and consents, if any, are listed in Schedule 1(a)(iii), (ii) violate any judgment, order, writ, injunction or decree of any obligation court, administrative agency or governmental body or any statute, rule or regulation applicable to the loss of any benefit under any Contract to which Spinco Seller or Shareholder or any of its or his properties, assets or outstanding shares, or (iii) cause or give any person grounds to cause (with or without notice, the Spinco Retained Subsidiaries is a party passage of time, or by which Spinco both), the maturity of any liability or any obligation of the Spinco Retained Subsidiaries Seller or Shareholder to be accelerated or increased. No consent or approval by any of the Spinco Assets governmental authority is bound or affected, (iv) results in the creation of a Lien on any of the Spinco Interests, capital stock of any Spinco Retained Subsidiaries or on any of the Spinco Assets or (v) violates or conflicts with any Law applicable to Spinco or any of the Spinco Retained Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.required